UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





(Mark One)





x   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended July 31, 2011





o    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ___________ to ___________





Commission file number:. 333-170118





ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.


(Exact name of registrant as specified in its charter)





NEVADA

27-2830681(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)159 North State Street

Newtown, PA

18940(Address of principal executive offices)

(Zip Code)





215-968-1600


(Registrant’s telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act:Title of each class registered:
Name of each exchange on which registered:None
NoneSecurities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.0001

(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.        Yes o    No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o     No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x










Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o

Accelerated filer
oNon-accelerated filer

(Do not check if a smaller reporting company)
o

Smaller reporting company
x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No x





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  $0.





As of November 10, 2011 the registrant had 6,012,516 shares, par value $0.0001 per share, of its common stock issued and outstanding.











Explanatory Note




This Amendment No. 1 to the Annual Report on Form 10-K (the “Amendment”) of Alternative Energy & Environmental Solutions, Inc.  (the “Company,” “we” or “us”) amends the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2011 that was originally filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2011 (the “Original 10-K”). This Amendment is being filed solely to amend Item 12 of the Original 10-K entitled Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters to reflect the correct amount of common stock held by our President, Chief Executive Officer and Director, Scott Williams, as well as to include the shares held by David Callan, our Chief Financial Officer and Secretary, and John Tilger, our director.





As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our Principal Executive Officer and Principal Financial Officer are being filed as exhibits to this Amendment under Item 15 of Part IV.  We are also making conforming changes to the cover page and the Exhibit Index to this Amendment.





Except as described above, no other changes have been made to the Original 10-K, and all other Items of the Original 10-K have been omitted from this Amendment.  The Original 10-K continues to speak as of the date of the Original 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original 10-K other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with our filings made with the SEC subsequent to the Original 10-K, including any amendments to those filings.









Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of November 10, 2011 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.





Name

Number of Shares Beneficially Owned

Percent of Class (1)Scott Williams,

President, CEO, Director

4 Timber Knoll Drive

Washington Crossing, PA 18977


2,450,000



40.7
%David Callan

1228 Pine Street

Philadelphia, PA 19107


2,450,000



40.7
%


John Tilger

800 Pebble Hill Road

Doylestown, PA 18901


100,000



1.6
%


All Executive Officers and Directors as a group (3 people)


5,000,000



83.2
%





(1) Based on 6,012,516 shares of common stock outstanding as of November 10, 2011.






ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





(a) The following documents are filed as part of this report:





Financial Statements:





The balance sheets of the Company as of July 31,2011 and July 31, 2010, the related statements of operations, changes in stockholders’ equity/(deficiency) and cash flows for the year ended July 31, 2011, the period from June 10, 2010 (inception) to July 31, 2010 and the period from June 10, 2010 (inception) to July 31, 2011 then ended, the footnotes thereto, and the report of Webb & Company, P.A., independent auditors, are filed herewith.





Exhibits:





The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.





(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.





Exhibit Number

Description31.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1430 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1430 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.











SIGNATURES







Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.Dated: May 2, 2012
By:
/s/ Scott WilliamsScott WilliamsPresident and Chief Executive Officer

(Duly Authorized Officer and Principal Executive Officer)





Dated: May 2, 2012
By:
/s/ David CallanDavid CallanChief Financial Officer and Secretary

(Principal Financial Officer)








Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.





Signature

Title

Date/s/ Scott Williams

President, Chief Executive Officer and

May 2, 2012Scott Williams

Director/s David Callan

Chief Financial Officer, Secretary and Director

May 2, 2012David Callan




/s/ John Tilger

Director

May 2, 2012John Tilger